Exhibit 2.5
 [To be stamped on Stamp Paper of Rs. 300 if stamped in Mumbai]
 
 LIQUIDITY FACILITY SERVICES AGREEMENT
 LIQUIDITY FACILITY SERVICES AGREEMENT Agreement
 DR. REDDYS LABORATORIES LIMITED, 7-1-27, Company
  DSP
MERRILL LYNCH CAPITAL LIMITED, th Facility Provider
 Parties Party




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WHEREAS Scheme
 WHEREAS
 WHEREAS Liquidity Facility
 WHEREAS
 WHEREAS
 NOW THEREFORE,
 ARTICLE 1
 1.
    
    DEFINITIONS AND INTERPRETATION
 1.1.
    
    Definitions
 Big Share / Registrarshall mean Big Share Services Private Limited, a company
incorporated under the Companies Act, 1956, with its registered office at E-2 & 3, Ansa
Industrial Estate, Saki-Vihar Road, Sakinaka, Andheri (East), Mumbai  400 072;BSEshall mean the Bombay Stock Exchange Limited;Debenture holdersshall mean the holders of the Debentures;Debentures shall mean 1,015,516,392 unsecured, redeemable, non-convertible, fully paid
up bonus debentures of face value of Rs. 5 each issued pursuant to the Scheme;Facility Periodshall mean the period of 16 calendar days (including the 9 calendar
days allocated for the debenture holders holding debentures in the demat form and the
additional 7 calendar days allocated for only the debenture holders holding debentures in
the physical form) from the Opening Date during which the Debenture holders shall have
the option to tender the Debentures in accordance with the terms of the Letter of Offer;Facility Providershall mean DSP Merrill Lynch Capital LimitedKarvyshall mean Karvy Consultants Limited, a company incorporated under the Companies
Act, 1956, with its registered office at, Karvy House, 46, Avenue  4, Street number - 1,
Banjara Hills, Hyderabad, Andhra Pradesh, 500034;
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Letter of Offer shall mean the offer document to be sent by the Facility Provider to equity shareholders of the Company as on the Record Date, providing the terms of the Liquidity
Facility;NSE shall mean the National Stock Exchange of India Limited;Opening Date shall mean the date from which the Liquidity Facility shall commence, as provided in the Letter of Offer;RBI shall mean Reserve Bank of IndiaROC, shall mean the Registrar of Companies, Andhra Pradesh, Hyderabad;SEBI shall mean the Securities and Exchange Board of India;Stock Exchanges means BSE and/ or NSE; andSpot Delivery shall have the meaning ascribed to it under the Securities Contracts (Regulations) Act, 1957.
 1.2.
    
    Interpretation
 In the interpretation of this Agreement, unless the context otherwise requires:
 (a)
    
    the singular includes the plural and vice versaand in particular (but without
limiting the generality of the foregoing) any word or expression defined in the singular has
the corresponding meaning used in the plural and vice versa;(b)
    
    a reference to persons includes natural persons, corporations, limited liability
companies, partnerships and other legal entities;(c)
    
    a reference to any gender includes the other gender;(d)
    
    a reference to a Section, Article, clause, sub-clause, paragraph, sub-paragraph,
Schedule or Recital is a reference to a Section, Article, clause, sub-clause,
paragraph, sub-paragraph, Schedule or Recital of this Agreement;(e)
    
    a reference to any agreement is a reference to that agreement and all exhibits,
schedules, appendices incorporated therein, as the same is amended, modified,
supplemented, varied, substituted, replaced, renewed or extended from time to time;(f)
    
    a reference to a statute shall be construed as including all statutory provisions
consolidating, amending, modifying, supplementing or replacing the statute referred
to;(g)
    
    the terms include and including shall be deemed to include the words without
limitation;(h)
    
    any reference to a person or entity shall include such persons and such entitys
successors and permitted assigns, and shall include all natural persons, corporations,
companies, limited liability companies, partnerships and other legal entities;(i)
    
    a reference to writing includes printing, typing, lithography and other means of
reproducing words in a visible form; and(j)
    
    date or period set forth in this Agreement shall be such date or period
as may be adjusted in accordance with the terms and conditions of this Agreement.(k)
    
    Capitalized terms used in this Agreement shall have the meaning ascribed to
them in this Article or elsewhere in this Agreement. In the event capitalized terms
used herein have not been defined herein, they shall have the meaning ascribed to
them in the Scheme.(l)
    
    The headings contained in this Agreement are used solely for convenience and
do not constitute a part of this Agreement nor shall such headings be used in any
manner to aid in the construction of this Agreement.
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ARTICLE 2
 2.
    
    LIQUIDITY FACILITY
 2.1.
    
    The Company hereby appoints the Facility Provider to provide the Liquidity Facility pursuant
to the Scheme and in accordance with this Agreement, and the Facility Provider hereby
accepts such appointment subject to the terms and conditions set out in this Agreement.2.2.
    
    Subject to the provisions of this Agreement including the provisions of Article 3, the
Facility
Provider shall provide the following services:
 (i)
    
    Finalise, in consultation with the Company, the terms of the Liquidity
Facility. Provided that the terms of the Liquidity Facility shall be as contained in
the Letter of Offer;(ii)
    
    Prepare, in consultation with the Company, the Letter of Offer and circulate
the same to all debenture holders of the Company, who have been allotted debentures
pursuant to the Scheme;(iii)
    
    Notify the necessary authorities regarding the Liquidity Facility and
obtain their approval for offering the Liquidity Facility, if applicable;(iv)
    
    Take all actions necessary, with the reasonable assistance of the Company,
for providing the Liquidity Facility to the Debenture holders pursuant to the Scheme;
and(v)
    
    The Facility Provider shall provide services under this Agreement by itself
and / or through Karvy, in accordance with the provisions as contained in this
Agreement, and the Letter of Offer(vi)
    
    The Facility Provider has authorized Karvy as an intermediary for the purpose
of aggregation of Debentures held in the physical form. For the avoidance of doubt, it
is clarified that notwithstanding the appointment of such intermediary, the Facility
Provider shall have the primary responsibility and obligation to the Company for
provision of the Liquidity Facility to the holders of Debentures in physical form.
 2.3.
    
    The Parties agree that the Liquidity Facility Provider shall, and shall ensure that Karvy
shall
purchase Debentures from the respective Debenture Holders, on a Spot Delivery basis.
 2.4.
    
    The Parties agree that the obligation of the Facility Provider to provide the Liquidity
Facility
would be subject to and only to the extent permitted by applicable law. The number of
Debentures that will be purchased by the Facility Provider shall be subject to the single
borrower limits applicable to non-deposit taking systemically important non-banking
financial company prescribed by the RBI from time to time. Once this limit is reached, the
Facility Provider shall not make any further purchases of Debentures unless and until it
has been able to first sell off the acquired Debentures, and only to the extent such
Debentures have been sold. The Facility Provider undertakes to disclose the same in the
Letter of Offer.
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2.5.
    
    Notwithstanding anything to the contrary contained in this Agreement, the Facility Provider
acknowledges and agrees that it has the primary responsibility for provision of the Liquidity
Facility to all Debenture holders and shall be solely responsible for all acts, deeds and things
done/ omitted to be done, by itself or by Karvy in relation to the Liquidity Facility, including
for the purpose of aggregating of Debentures held in physical form.
 2.6.
    
    Fees & ExpensesNo fees shall be payable by the Company to the Facility Provider or Karvy for the services
provided under this Agreement except for reimbursement of reasonable out of pocket expenses
of the Facility Provider on submission of copies of the bills in relation to the Liquidity
Facility which shall be borne by the Company (but excluding any legal fees paid to the
legal counsels of the Facility Provider, stamp duty payable for transfer of debentures, any
taxes arising out of the sale of purchased debentures, any payment or expenses of Karvy and
any other statutory payment that the Facility Provider may be required to pay for offering
the Liquidity Facility).
 ARTICLE 3
 3.
    
    CONDITIONS PRECEDENT3.1.
    
    The obligations of the Facility Provider under this Agreement are subject to the
satisfaction of the following conditions prior to the Opening Date:
 (i)
    
    There shall not have occurred any regulatory or policy change or any order or
directive from the ROC, SEBI, BSE, NSE or any other governmental, regulatory or
judicial authority that prohibits or makes it impracticable to provide the Liquidity
Facility or to redeem Debentures or sell the Debentures, acquired under the Liquidity
Facility.(ii)
    
    All applicable regulatory requirements (including receipt of all necessary
approvals) and all applicable laws, regulations and guidelines in respect of the
issuance, allotment and listing of the Debentures and effectiveness of the Scheme have
been completed and/or complied with by the Company to the satisfaction of the Facility
Provider. The requisite approvals have been listed in Annexure A, to this Agreement.(iii)
    
    The representations and warranties of the Company contained in this Agreement
shall have been true and correct as of the date hereof, shall be true and correct as
of the Opening Date and shall continue to remain true and correct until closure of the
Facility Period.(iv)
    
    The Facility Provider shall have received evidence satisfactory to it that the
Debentures have been listed on the Stock Exchanges.(v)
    
    Prior to the Opening Date, the Company shall have furnished to the Facility
Provider such further information, certificates, documents and materials related to of
Debentures as the Facility Provider shall reasonably request in writing not less than 7
days prior to the Opening Date including but not limited to all information deemed
necessary by the Facility Provider to be included in the Letter of Offer, provided
such information is available with the Company. The Company shall intimate the
Facility Provider of any changes to the information provided under this clause
until closure of the Facility Period.
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3.2.
    
    The Facility Provider shall not be obliged to provide the Liquidity Facility unless on the
Opening Date the Company provides a certificate confirming that all the conditions precedent
provided in clause 3.1 have been satisfied (unless waived in writing by the Facility Provider
immediately prior to the Opening Date) and that the information and documentation provided
by the Company pursuant to Clause 3.1(v) above continues to remain true and correct in all
material respects.
 3.3.
    
    The Facility Provider agrees and undertakes that so long as the Conditions Precedent as set
out in Clauses 3.1 and 3.2 above have been fulfilled and satisfied, the Facility Provider
shall not withdraw the Liquidity Facility, subject to the applicable Single Borrower Limit
prescribed by the RBI for systemically important non-deposit taking non-banking financial
companies, from time to time.
 ARTICLE 4
 4.
    
    REPRESENTATIONS, WARRANTIES, COVENANTS AND UNDERTAKINGS4.1.
    
    Company Representations and Warranties
 (i)
    
    The Company hereby represents, warrants and undertakes to the Facility
Provider that:
 (a)
    
    It has the requisite legal capacity, power and authority to
execute, deliver and
perform its obligations hereunder, and all action necessary for the due
execution,
delivery and performance of this Agreement by it has been duly and effectively
taken;(b)
    
    It is a company validly existing and in good standing under the
laws of India and
is duly authorised, to the extent necessary, to do business in each other
jurisdiction where the character of its properties or the nature of its
activities make such qualification necessary;(c)
    
    there are no actions, suits or proceedings pending against or,
to the Companys
knowledge, threatened against the Company before any court, Government
Agency, administrative body or arbitral tribunal with jurisdiction over Company,
its property or business which materially adversely affect the liability of
Company to meet and carry out its obligations under the Scheme or this
Agreement;(d)
    
    the execution, delivery and performance of this Agreement will
not (i) constitute
a violation of any statute, judgment, order or decree of any court, Government
Agency, administrative body or arbitral tribunal applicable to the Company, its
property or its business or (ii) contravene or violate its charter documents,;(e)
    
    no charge, security interest or other encumbrance exists over
the Debentures
issued by it; and(f)
    
    The Company is duly authorised to issue the Debentures and the Debentures have been validly issued and allotted under applicable law.
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4.2.
    
    Company Undertakings
 (i)
    
    Subject to applicable law, the Company undertakes and agrees, during
the term of the Agreement:
 (a)
    
    to take all reasonable actions to facilitate the Facility
Provider to provide the services contemplated under this Agreement;(b)
    
    to abide by the terms of issuance of the Debentures and not
modify/redeem/buy-back the same without the prior permission of the Facility Provider, during the
tenure of the Liquidity Facility.(c)
    
    to provide the Facility Provider with any material
information regarding the
Debentures or the Debenture holders; and any other information it may
reasonably request in writing for the purpose of carrying out its services under
this Agreement or preparing the Letter of Offer, to the extent available with
the Company; and(d)
    
    to take such actions as are required to be undertaken by it
under applicable law to dematerialise all such physical Debenture certificates acquired by the Facility
Provider, upon receiving a written request and requisite documents from the
Facility Provider or its depository participant for the same.(e)
    
    to take all the necessary steps requisite for the purposes of
ensuring that the
permits and consents which have been obtained by the Company for the purpose
of issuance of Debentures, shall continue to be valid and enforceable till
closing
of the Facility Period.(f)
    
    To take all necessary steps, subject to the requisite
documentation being provided
to the Company, for the purpose of registering the transfer of physical Debentures
in the name of Karvy and thereafter in the name of the Facility Provider.
 4.3.
    
    Facility Provider Representations and Warranties
 (i)
    
    The Facility Provider hereby represents, warrants and undertakes to
the Company that:
 (a)
    
    It has made all requisite arrangements to ensure that it can
fulfill the obligations undertaken under this Agreement;(b)
    
    It has all requisite legal capacity, power and authority to
execute, deliver and perform its obligations hereunder, and all action necessary for the due
execution, delivery and performance of this Agreement by it has been duly and effectively
taken;(c)
    
    It is a company validly existing and in good standing under the
laws of India and
is duly authorised, to the extent necessary, to do business in each other
jurisdiction where the character of its properties or the nature of its
activities
make such qualification necessary.(d)
    
    there are no actions, suits or proceedings pending or to the
Facility Providers
knowledge, threatened against or affecting the Facility Provider before any
court,
Government agency, administrative body or arbitral tribunal with jurisdiction
over Facility Provider, its property or business, which might materially
adversely affect the liability of Facility Provider to meet and carry out its
obligations under this Agreement.
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(e)
    
    the execution, delivery and performance of this Agreement by
the Facility Provider has been duly authorised by all requisite action, and
will not (i) constitute a violation of any law, statute, judgment, order or
decree of any court, Government Agency, administrative body or arbitral
tribunal or the orders, guidelines, policies, directives or any other
requirements of any regulatory authority applicable to or with jurisdiction
over the Facility Provider, its property or its business or (ii) contravene
or violate its charter documents or (iii) cause a breach of any provision of,
or constitute a default under, any material agreement, document or instrument
to which it is a party or by which it or its property may be bound;
 (f)
    
    no further consents, including any consents of any third
party, are required to be taken by the Facility Provider for performing or
fulfilling its obligations under this Agreement; and(g)
    
    it has the requisite assets and liquidity to perform its
obligations under this Agreement and that no charge, lien or encumbrance has
been created over the assets of the Facility Provider which shall in any
manner impede, hinder or otherwise restrict / limit the performance of the
Facility Provider of its obligation set out under this Agreement.
 4.4.
    
    Facility Providers Undertakings
 (i)
    
    The Facility Provider hereby undertakes and agrees:
 (a)
    
    that it shall undertake the service of providing Liquidity
Facility in accordance
with applicable law, Scheme, the Letter of Offer, this Agreement;(b)
    
    to consult the Company in determining the price of the
Debentures for the
Liquidity Facility and the terms and conditions of the Liquidity Facility and
the
Letter of Offer, and to incorporate the suggestions of the Company in good
faith;(c)
    
    that it shall not disclose to any third party or otherwise use
any information
provided by the Company pursuant to or under this Agreement or for any
purposes related to this Agreement other than for the specific purpose for which
such information was provided. In case, the Facility Provider is required to
disclose such information by any regulatory authority, it shall inform the
company in writing and discuss the same with the Company before sharing such
information.;(d)
    
    in providing the services under this Agreement, it shall use
reasonable care and
act with due diligence;(e)
    
    if Karvy fails to make payment to the Debenture holders in
terms of the Letter of
Offer, the Facility Provider shall compensate such Debenture holders. The
compensation shall be restricted to an amount equal to the consideration payable
towards acquisition of the aforementioned Debentures.(f)
    
    This Liquidity Facility is solely made by the Facility provider
and the Company
is in no way responsible for payment of consideration to the Debenture Holders,
who tender their Debentures in terms of this Offer whether to the Facility
Provider or Karvy.(g)
    
    It shall, and shall ensure that Karvy completes purchases of
Debentures from the Debenture holders on a Spot Delivery basis and agrees
that it shall solely be responsible and liable for ensuring that all actions
required to be undertaken by the Facility Provider or Karvy to complete such
purchases from the Debenture holders on a Spot Delivery basis are so
undertaken and completed, by Karvy and the Facility Provider.
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ARTICLE 5
 5.
    
    Term
 5.1.
    
    This Agreement shall remain applicable and in full force and effect till the earlier of (1)
the end of the Facility Period; or (2) its termination in accordance with clause (ii) below; or
(iii)
non-fulfillment of the conditions specified in clause 3 (unless waived in writing by the
Facility Provider) prior to the Opening Date.
 5.2.
    
    This Agreement may be terminated prior to the Opening Date, after giving 5 days notice:
 5.2.1
    
    By either Party
 (i)
    
    upon the issuance to the other Party of any judgment, order, instruction or
writ that would prevent the consummation of the actions contemplated under this
Agreement;(ii)
    
    upon a material breach of any representation, warranty, covenant, obligation
or agreement on the part of the other Party set forth in this Agreement, and if such
breach remains uncured for a period of 30 days after notice thereof has been given by
the first mentioned Party to the defaulting Party;(iii)
    
    if the other Party has voluntarily or involuntarily become the subject of
proceedings under any bankruptcy or insolvency law and such proceeding is admitted by
the court or such Party is voluntarily or involuntarily dissolved;(iv)
    
    if the other Party is unable to or has admitted in writing its inability to
pay its debts as they mature;(v)
    
    if a receiver or a liquidator has been appointed or allowed to be appointed of
all or any part of the undertaking of the other Party;(vi)
    
    if the other Party ceases or threatens to cease to carry on its business or
gives notice of its intention to do so;
 5.2.2
    
    By the Company
 (i)
    
    if any regulatory or governmental authority initiates any investigations,
probes, or audits against the Facility Provider;
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5.2.3
    
    By the Facility Provider
 (i)
    
    if the credit rating of the Company is downgraded from the current rating of
LAA+ assigned by ICRA (during the currency of the facility);(ii)
    
    if trading of the Companys securities on any of the BSE or the NSE, has
been suspended by any of these exchanges or any other applicable governmental
authority;(iii)
    
    if a general banking moratorium shall have been declared by Indian,
United Kingdom, United States Federal or New York State authorities;(iv)
    
    if there shall have occurred any material adverse change in the
financial markets in India, or any outbreak of hostilities or escalation thereof
involving the United States, United Kingdom or India, in each case the effect of
which event, singularly or together with any other such event, is such as to make
it impracticable to provide the Liquidity Facility; and(v)
    
    if there shall have occurred any regulatory or policy change or any
order or directive from SEBI, the ROC, the NSE, the BSE or any Indian governmental
or judicial authority that, is material and adverse and that makes it
impracticable to provide the Liquidity Facility.
 5.3.
    
    Upon termination of this Agreement all rights and obligations of the Parties under this
Agreement shall terminate subject to the provisions of Article 9.7.5.4
    
    Termination of this Agreement for any cause whatsoever shall not relieve either Party
hereto of any liability, which at the time of termination has already accrued to the other
Party hereto, or which may, thereafter, accrue in respect of any act or omission prior to
such termination.
 ARTICLE 6
 6.
    
    INDEMNITY
 6.1.
    
    The Company (Indemnifying Party) shall indemnify and keep the Facility Provider (and
its directors, officers and employees) (each an Indemnified Party), indemnified and hold
each of them harmless from and against any and all direct losses, liabilities, claims,
actions, damages, fees and expenses claimed (including lawyers fees and disbursements)
(together, Claims), arising out of or in connection with the breach of the
representations, and warranties by the Indemnifying Party as specifically set out in this
Agreement. Provided that, the Indemnifying Party shall not liable to indemnify the
Indemnified Party on account of claims suffered due to: (a) a loss incurred on account of
market fluctuations in the price of the Debentures or on account of providing the Liquidity
Facility; (b) a breach of the provisions of the Agreement by the Indemnified Party; and (c)
any agreement entered into by the Indemnified Party to which the Indemnifying Party is not a
party.
 6.2
    
    The terms of the Indemnity hereunder shall survive and continue to be in full force and
effect from the execution date and up to the date on which the physical Debentures, so
acquired are registered in the name of the Facility Provider or up to seven (7) Business
Days from the date of closure of the Facility Period, whichever is earlier.
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ARTICLE 7
 7.
    
    STATEMENT OF DISPUTES AND ARBITRATION
 7.1.
    
    Arbitration
 (i)
    
    In the event a dispute arises out of or in relation to or in connection with
the interpretation or implementation of this Agreement, the Parties (Disputing
Parties) shall attempt in the first instance to resolve such dispute through friendly
consultations between the Disputing Parties. If the dispute is not resolved through
friendly consultations within seven (7) business days after commencement of
discussions (or such longer period as the Disputing Parties may agree to in writing)
then either of the Disputing Parties may by notice in writing to each other, refer the
dispute for resolution by binding arbitration in accordance with the Arbitration and
Conciliation Act, 1996, as amended.(ii)
    
    The Facility Provider shall appoint one arbitrator. The Company shall
appoint one arbitrator. The two arbitrators so appointed shall appoint one more
arbitrator so that the total number of arbitrators shall be three. In the event of a
Party failing to appoint an arbitrator or the arbitrators failing to appoint the
third arbitrator as provided hereinbefore, such arbitrator(s) shall be appointed in
accordance with the Arbitration and Conciliation Act, 1996, as amended. The
arbitration proceedings shall take place in Mumbai and shall be governed by the laws
of India. The Parties shall share the costs of such arbitration proceedings equally
unless otherwise awarded or fixed by the arbitral tribunal.(iii)
    
    Any reference made to the Arbitration Tribunal under this Agreement shall
not affect the performance of terms, other than the terms related to the matter under
arbitration, by Parties under this Agreement.
 7.2.
    
    This Agreement shall be governed by the laws of India and as such, the courts of India shall
have absolute jurisdiction to entertain any and all grievances which may arise from the
Arbitration award.
 ARTICLE 8
 8.
    
    NOTICES
 8.1.
    
    All notices and other communications, which are required and permitted hereunder, shall be
in writing and sufficient if delivered personally, or sent by registered or certified mail or
fax addressed as follows:
 If to Company:
    If to the Facility Provider:
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ARTICLE 9
 9.
    
    MISCELLANEOUS9.1.
    
    Amendment and WaiverNo amendment or waiver of any provision of this Agreement shall in any event be effective
unless the same is mutually agreed and signed by the Parties and documented by means of an
exchange of letters/ an agreement, and such amendment or waiver shall be effective only
for the specified instance and purpose for which it is given and all other provisions not
otherwise specifically affected by the amendment or waiver of this Agreement shall remain
in full force.
 9.2.
    
    Change of AddressAny Party may by written notice change its addresses and/or addressees to which any notices
or communications hereunder are to be delivered or mailed.9.3.
    
    Remedies CumulativeAll remedies afforded to the Parties under this Agreement shall be taken and construed as
cumulative and in addition to every other remedy provided herein or available to a Party
under law or in equity.9.4.
    
    No Third Party BeneficiariesThis Agreement is intended solely for the benefit of the Parties. Nothing in this Agreement
shall be construed to create any duty to, standard of care with reference to, or any
liability to, any person not a Party to this Agreement nor does this Agreement confer any
right whatsoever on any third party to bring an action.9.5.
    
    Relationship of the PartiesEach Party shall be individually and severally liable for its respective obligations under
this Agreement. In addition, this Agreement shall not be interpreted or construed to create
as association, joint venture, or partnership between the Parties or to impose any
partnership obligation or liability upon either Party. The execution of this Agreement does
not create any fiduciary or agency relationship between the Parties.9.6.
    
    SurvivalThe provisions of Articles 7, 8 and 9.6 shall survive any termination of this Agreement.9.7.
    
    LanguageThe language which governs the interpretation of this Agreement shall be English. All
documents, notices, waivers and all other communications written or otherwise between the
Parties in connection with this Agreement (including without limitation any dispute
resolution proceedings) shall be in English.
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9.8.
    
    EntiretyThis Agreement and any attachment hereto are intended by the Parties as the final
expression of their agreement with respect to the subject matter hereof and are intended as
a complete and exclusive statement of the terms of such agreement. All prior written or
oral understandings, offers or other communications of any kind are hereby superseded,
abrogated and withdrawn.9.9.
    
    InvalidityIf at any time any provision of this Agreement becomes illegal, invalid or unenforceable in
any respect under any applicable law, then that shall not affect or impair the legality,
validity or enforceability of any other provision of this Agreement.9.10.
    
    AssignmentNeither Party may assign its rights or obligations hereunder except with the prior written
consent of the other.9.11.
    
    Successors and AssignsThis Agreement shall be binding upon, and inure to the benefit of, the Parties and their
respective successors and permitted assigns.9.12.
    
    Counter PartsThis Agreement is signed in duplicate, equally authentic, one each for the Facility
Provider and the Company.
 [Remainder of the page intentionally left blank]
 [Signature page follows]
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IN WITNESS WHEREOF
 Dr. Reddys Laboratories Limited
    
    DSP Merrill Lynch Capital LimitedBy:
    
    /s/ K. Ganesh
    
    By:
    
    /s/ Wzlson Lasrado
    
    
    
    /s/ Naresh ShahName: K.
Ganesh
    
    
    
    Name: Wzlson Lasrado
    
    
    
    Naresh ShahTitle: Vice President  Finance
    
    
    
    Title:WITNESS
    
    WITNESSBy:
    
    
    
    By:Name:
    
    
    
    Name:Title:
    
    
    
    Title:
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Annexure A
 Approvals required
 1.
    
    Board resolution authorizing the issuance of Debentures pursuant to the Scheme;2.
    
    Shareholders resolution approving the Scheme of the Company;3.
    
    Approvals from the Stock Exchanges for listing the Debentures;4.
    
    A copy of the Order passed by the Andhra Pradesh High Court on July 19, 2010;5.
    
    Permission granted by the Reserve Bank of India (for issuance of the debentures to foreign
shareholders) on January 14, 2011;6.
    
    Board resolution appointing DSP Merrill Lynch Capital Limited as the Liquidity Facility
Provider; and7.
    
    NOC from the Income Tax department for the Scheme.
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